By, And, Between A2Z Cloud Limited with its registered office at 35 Chequers Court, Brown Street, Salisbury, Wiltshire, SP1 2AS. REGISTRATION NO: 09758206 (hereinafter referred to as “A2Z Cloud”)
It is Agreed: Definitions “Agreement” means these terms and conditions for the provision of the Services. “Consultant” – An individual employee of A2Z Cloud or a sub-contractor supplied by A2Z Cloud to provide the Services. “Services” – IT Consultancy services to be provided under this Agreement including but not limited to project management, business analysis, consultancy days and training, system and app design and modification, web site design, creation and updating of the same as specified in the Proposal.
“Price” – the fixed price for the Services agreed between the parties or the hourly or daily rate agreed between the parties.
“Proposal” – the proposal supplied by A2Z Cloud to the Customer in relation to the Services, referred to in the Proposal and to be accepted by the Customer in writing and which contains a detailed description of the Services, the Agreement, the Price and such other information as maybe relevant.
1.1 A2Z Cloud shall supply Services to the Customer with reasonable skill and care in accordance with good industry practice and shall make reasonable endeavours to meet the timescales detailed within the Proposal.
1.2 A2Z Cloud shall provide the Services at its site or at the Customer’s site as A2Z Cloud in its absolute discretion sees fit.
1.3 A2Z Cloud shall ensure that all Consultants supplied to the Customer are fully competent and experienced and capable of providing the Services.
1.4 Time shall not be of the essence in relation to this Agreement.
2.1 The services shall be deemed accepted by the customer after satisfactory completion of the testing phase of the work confirmed by email, or for consultancy or training days on payment of invoice.
3.1 The customer shall be billed for the price on acceptance of the services in accordance with clause 2 or in accordance with the payment milestones detailed in the proposal as relevant.
3.2 The customer shall reimburse A2Z Cloud for all reasonable expenses (including but not limited to accommodation, travel and subsistence) incurred by any consultant in providing the services.
3.3 All invoices are payable within 7 days of the date of invoices, unless otherwise stated.
3.4 Invoices for consultancy and training days are always payable in full in advance of the event.
3.5 The price is subject to VAT which shall be charged to the customer at the then current rate.
4.1 The customer shall provide comprehensive support to A2Z Cloud during the rendering of the services.
4.2 If the services are rendered at the customer’s site, the customer shall supply such facilities as are reasonably required to enable the consultants to render the services without interruption and within the timescales detailed in the proposal.
4.3 The customer shall appoint a contact person to supply A2Z Cloud with any necessary information and take decisions or obtain decisions from others without undue delay.
5.1 A2Z Cloud undertakes to take all reasonable measures to ensure that any consultant providing services on a customer’s site shall comply with all reasonable regulations the customer may require provided the same have first been made known to A2Z Cloud or the individual consultant.
6.1 At the request of the customer A2Z Cloud shall, where possible, replace any individual consultant with an alternative consultant of equal experience. A2Z Cloud shall not be liable to the customer for any failure or delay in providing such alternative consultant. Where any such request by the customer cannot reasonably be deemed to relate to the performance or level of expertise of the consultant, the customer shall reimburse A2Z Cloud within 7 days of demand all costs incurred by A2Z Cloud in connection with such replacement.
6.2 On the reasonable request of the customer A2Z Cloud shall where possible supply the customer with a copy of the curriculum vitae of any consultant.
6.3 A2Z Cloud reserves the right to employ sub-contractors to provide the services and to replace such sub-contractors or consultants as and when it deems necessary or desirable.
6.4 Neither party shall approach either directly or indirectly for a period of at least 6 months following the last day on which an employee was employed by the other party in connection with this agreement, any employee of the other, with a view to offering them employment. In the context of this clause the employee shall include a self-employed person providing services on behalf of one of the parties, and employment shall include employment as an employee or as a self-employed person.
7.1 All intellectual property rights relating to or connected with or arising from provision of the services shall automatically vest in A2Z Cloud, its licensors or its sub-contractors and the customer undertakes to execute such documentation as may be necessary to perfect the title of A2Z Cloud (its licensers or sub-contractors) to such rights.
7.2 For the avoidance of doubt, all intellectual property rights in the data, systems, procedures, operations and documentation produced by or developed by the customer, shall remain the intellectual property of the customer.
8.1 The total liability of A2Z Cloud under this agreement in both contract or tort, shall not exceed the price paid the for the services.
8.2 In no event shall A2Z Cloud be liable to the customer or to any third party for loss of profits or special, indirect or consequential losses or damages
9.1 The parties hereto shall keep confidential the trade and business secrets of the other and all other information designated and notified to one by the other as confidential, obtained under or in connection with this agreement. Neither party shall have any such obligation with respect to information which is already in its possession, is independently developed, is lawfully obtained from a third party with no restriction on disclosure or is or becomes publicly known through no wrongful act of such party.
9.2 The parties shall require their employees, sub-contractors (where appropriate) and any authorised third parties having access to such confidential information, to adhere to the obligations set out in clause 9.1.
10.1 This agreement shall terminate immediately in the event of a material breach by the customer of any of the provisions herein not rectified within 14 days of written notice from A2Z Cloud requesting rectification of the same.
10.2 In the event of termination of this agreement for any reason whatsoever, all property in the possession of either party and belonging to the other shall forthwith be returned and any sums due and owing to A2Z Cloud pursuant to clause 3 shall remain a debt due to A2Z Cloud under the terms of this agreement which shall be deemed to continue in respect thereof until full payment has been made by the customer to A2Z Cloud.
11.1 Acceptance of the proposal by the customer in writing prior to its expiry or revocation by A2Z Cloud shall automatically result in the execution of this agreement by the parties.
12.1 In the event that the customer cancels the agreement by giving notice to A2ZCloud after execution of the agreement in accordance with clause 11 but prior to performance of the services, the customer shall be liable to pay A2Z Cloud the following amounts:
Less than 14 days notice – 50% of the price
Less than 7 days notice – 100% of the price
13.1 A2Z Cloud reserves the right to employ subcontractors to provide the services.
14.1 This agreement, once executed in accordance with clause 11, shall constitute the entire agreement between the parties for the provision of the services to the exclusion of any other terms and conditions (including any customer purchase order) and shall not be altered, amended or cancelled, except in writing signed by both parties hereto.
14.2 This agreement shall be governed by English law.